Adds TIM's statement in paragraph 3; new addition in second bullet

By Elvira Pollina

MILAN, March 23 (Reuters) - State-backed Poste Italiane PST.MI has made a 10.8 billion euro ($12.5 billion) cash‑and‑share offer to bring Telecom Italia (TIM) TLIT.MI back into state hands, about three decades after an ill-fated privatisation.

European Union governments are keen for tighter control over assets that handle critical data on households and companies, as they strive to create national champions capable of countering the dominance of U.S. tech giants.

TIM's board met on Monday and took note of Poste's offer, the company said in a statement, adding that its board has begun the evaluation process.

Poste, which is two-thirds owned by the Italian state and operates mail, financial, energy, and broadband services, last year replaced France's Vivendi VIV.PA as TIM's main shareholder, by buying 27% of its ordinary share capital.

It said late on Sunday it would offer to buy the rest of TIM for 0.167 euros in cash as well as 0.0218 newly issued Poste shares for each TIM share tendered - valuing TIM shares at 0.635 euros each, or a 9.01% premium to Friday's closing price.

Poste's unexpected bid sent its shares down 7% on Monday. TIM's shares, which have nearly doubled in the past 12 months, rose 5%.

Poste and TIM have spent months examining potential joint initiatives, with Poste at first ruling out any move to raise its stake beyond the 30% takeover threshold.

"We realized that we were probably not going fast enough for the opportunity we had on the table," Poste CEO Matteo Del Fante said on Monday, addressing analysts' questions.

COMPETITIVE ADVANTAGE

The deal would put Poste in control of TIM's data‑center network and its cybersecurity unit Telsy, and would expand Poste's role in digital services directed at consumers, large companies, and government bodies.

"Controlling core digital infrastructure - made of networks, cloud, edge computing - is essential to secure a sustainable competitive advantage," across all the sectors in which Poste operates, Del Fante said.

He said Poste decided to proceed with the bid after investors showed little interest for its other business areas during a recent roadshow, only asking questions on digital transition and the adoption of artificial intelligence across its services.

Del Fante added that gaining greater control of TIM would maximise the value the company expects to extract from its investment in the former phone monopoly.

Poste said pre-tax benefits from the deal would total 700 million euros a year, of which 500 million euros would come from cost reductions.

TIM directors will meet later on Monday to begin to assess the offer, which Poste said it expects to complete by the end of this year, with a positive impact on earnings per share from 2027.

Barclays said in a report that the bid's 9% premium looked low, given also the benefits TIM might be able to get from further consolidation in the hyper-competitive Italian telecoms market.

The bid targets the TIM shares Poste does not already own, including those TIM is expected to convert into ordinary stock in May.

Given that Poste is funding its bid partly through newly issued shares, Italy's stake in Poste would fall to just above 50% if all of TIM's investors took up the offer.

TIM has addressed its debt problems - a legacy of successive leveraged buyouts that followed its privatisation - by selling in 2024 its fixed‑line network to a consortium led by KKR KKR.N that included Italy's government.

($1 = 0.8677 euros)

(Reporting by Elvira Pollina; Editing by Valentina Za, Susan Fenton and Paul Simao)

((elvira.pollina@thomsonreuters.com;))